0001571049-14-007017 Sample Contracts

SIDOTI MICRO CAP GP, LLC LIMITED LIABILITY COMPANY AGREEMENT
Liability Company Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies

This Limited Liability Company Agreement of Sidoti Micro Cap GP, LLC, a Delaware limited liability company (the “Company”), is entered into this 16th day of June, 2014 by the person executing this Agreement as the Member and such additional Members as may be hereinafter admitted.

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OPERATING AGREEMENT OF SIDOTI & COMPANY, LLC
Operating Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • Delaware

This Operating Agreement (this “Agreement”) of SIDOTI & COMPANY, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 1,1999, by and among Peter Sidoti (“Sidoti”) and the Sidoti Family Trust dated March 1, 1999 (the “Trust”).

FORM of ESCROW AGREEMENT
Escrow Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York

These instructions may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York

This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such appendix may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of [______], 2015, by and among Sidoti & Company, Inc., a Delaware corporation (the “Company”), and the Covered Persons (as defined herein) party hereto.

THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF SIDOTI HOLDING COMPANY, LLC
Operating Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • Delaware

This Third Amended and Restated Operating Agreement (this "Agreement") of SIDOTI HOLDING COMPANY, LLC, a Delaware limited liability company (the "Company"), is made and entered into as of January 1, 2002 by and among Peter Sidoti ("Sidoti"), Ann Sidoti ("A. Sidoti") and the Sidoti Family Trust dated March 1, 1999 (the "Trust").

CONTRIBUTION and EXCHANGE AGREEMENT
Contribution and Exchange Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York

CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of [______], 2015, by and between Sidoti & Company, Inc., a newly formed Delaware corporation (the “Corporation”), and the holders of LLC Units (as defined herein) of SHC (as defined herein) party hereto (the “LLC Unitholders”).

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